The story opens with a giant hulk of a man squeezing out through a sewer cover--he says he and his friends are hungry, that 'leader' needs another 'bad one', so he'll get it for him. Out in an alley, he beats an old sleeping bum to a bloody pulp and drags him into the sewers.

Cut to Mary Jane and Peter at their apartment. Mary Jane is saying how bored she is. She suggests they call up Flash and Felicia, maybe Liz and Harry, and go dancing. Peter grabs her instead and webs her up to the ceiling with his web-shooter. He says she's got an hour to put up with this treatment, for that's how long it takes the webs to dissolve. He says he also knows where she's most sensitive.

The next day Peter swings over to the Bugle as Spider-man to look for work. Jonah is busy chewing out someone named Carl about wanting the Bugle to do a story on disappearing homeless. Jonah refuses to investigate the story. Peter overhears and asks Carl about it. Carl says he has word from a few of his homeless contacts that they're being bodily removed out on the streets. He says maybe a few pictures could generate interest in a bigger story. Peter agrees, if only to spite Jonah. Spidey's later that day hanging upside-down, eating donuts, thinking of himself as a bit of a pushover for taking the story but that maybe he'll be able to do some good. He spots a man running through the alleys. Spidey catches up to him, stops him, the man is babbling that 'they're coming'. Someone's throwing piles of trash at Spidey, which he dodges. Then the big man from earlier in the story throws a punch at Spidey, which he avoids. The big guy escapes again down a manhole, Spidey follows, but is set upon by the sewer-dwellers. He can't see them to hit back, so he leaps out of the sewer.

Back at Pete and MJ's apartment, she's telling him "no, no, no, no" over and over again. She says that Venom hurt her, and the thought of seeing the black costume again would be too much. Pete says he knows what it takes to win, and that his red & blues are like a beacon to the under-dwellers. He reasons that safety is what's kept him alive all these years as Spider-man. Mary Jane says she knew what she was getting into when they married, but that she has trouble coping with his career sometimes, and that the hardest part is that deep down she knows she can't really be of any help to him. Pete says he'll find some other hero to handle the situation, but Mary Jane says no, for Peter to do what he has to. But that she doesn't want to have to see the costume.

Two days later, Peter has a new black & white Spidey outfit from the Fantastic Four's seamstress. He tries it on and it fits like a glove. Pete admits that he'll owe MJ big time for this.

At night, back in the sewers, the big guy is bringing yet another body down into the sewer system. A gathering of the under-dwellers has begun, led by Morbius. He thanks the under-dwellers for their loyalty. He says he loathes himself for having to drink blood to survive, but that them bringing him bodies to feast on spares him the agony of choosing who will die so he can live. A cloaked under- dweller is thinking how Morbius is becoming more unstable, and as Morbius begins to mutate more, he fears for his fellow sewer people.

Spidey's swinging around the city in the black & white's, in a nice splash page, thinking some gibberish about how criminals still don't fear the heroes, that they know how to use the law better than the heroes, and that thousands of kids would like to have Spidey's job, but the jokes on them (???). He drops into a manhole, thinking the black duds should at least give him some more camouflage down in the sewer system. An army of the sewer-dwellers attack him, calling him "the bad one" over and over. Spidey is quickly overwhelmed by them. Somebody pops in to inform Morbius that there's an intruder. He says no one trespasses without paying the price.

Notes

This issue is reprinted in other comics and books, see references for more info.[2]